Say on Pay in Italian General Meetings: Results and Future Perspectives

15 Pages Posted: 3 Feb 2015

See all articles by Sabrina Bruno

Sabrina Bruno

Università degli Studi della Calabria; Luiss Guido Carli University; Stanford Law School

Fabio Bianconi

Morrow Sodali

Date Written: February 2, 2015


This paper provides an analysis of the empirical data of shareholders’ say on pay in Italian general meetings in 2012, 2013 and 2014. Reference is made to both approval votes (by controlling shareholders) and dissenting votes sometimes casted by minority shareholders (mainly, foreign institutional investors). The dissenting vote, in particular, shows a paramount critical value as originating by shareholders who are independent from the directors involved by the resolution - unlike the controlling shareholders who have nominated and subsequently elected the directors (to whom may often be linked by family or economic ties). We also examine the consequences of the shareholders’ vote on the remuneration policy adopted by the issuers in the following financial year to understand whether shareholders’ resolution has been taken into account. The analysis will help to evaluate - also considering comparative experiences (English and Israeli law) - how to build legislation in future with particular reference to the implementation of the European Commission Proposal to amend the Shareholder Rights’ Directive n. 36/2007/CE.

Keywords: Say on Pay, Italy, directors' remuneration, Shareholder Rights' Directive n. 36/2007/CE, Proposal to amend SHRD, whitewash, mom approval, controlling shareholders, minority shareholders, biding vote, Israeli, UK, Italy

Suggested Citation

Bruno, Sabrina and Bianconi, Fabio, Say on Pay in Italian General Meetings: Results and Future Perspectives (February 2, 2015). Available at SSRN: or

Sabrina Bruno (Contact Author)

Università degli Studi della Calabria ( email )

Via P. Bucci
Arcavacata di Rende, COSENZA 87036

Luiss Guido Carli University ( email )

Via O. Tommasini 1
Rome, Roma 00100

Stanford Law School ( email )

559 Nathan Abbott Way
Stanford, CA 94305
United States

Fabio Bianconi

Morrow Sodali ( email )

509 Madison Ave #1206
New York, NY 10022
United States

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